JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • June 2nd, 2016 • Dialectic Capital Management, Lp • Services-computer processing & data preparation
WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Covisint Corporation, a Michigan corporation (the “Company”);
DIALECTIC CAPITAL PARTNERS, LP C/O DIALECTIC CAPITAL MANAGEMENT, LP 119 Rowayton Avenue, 2nd Floor Norwalk, Connecticut 06853Dialectic Capital Management, Lp • June 2nd, 2016 • Services-computer processing & data preparation
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Covisint Corporation (the “Company”) in connection with the proxy solicitation that Dialectic Capital Partners, LP and its affiliates (collectively, the “Dialectic Group”) is considering undertaking to nominate and elect directors at the Company’s 2016 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Dialectic Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter (“Agreement”) will set forth the terms of our agreement.
